UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): February 4, 2019 |
GREY CLOAK TECH INC.
(Exact name of registrant as specified in its charter)
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Nevada (State or other jurisdiction of incorporation) |
333-202542 (Commission File Number) |
47-2594704 (I.R.S. Employer Identification No.) |
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10300 W. Charleston Las Vegas, NV 89135 (Address of principal executive offices) (zip code) |
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(702) 201-6450 (Registrant’s telephone number, including area code) |
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| (Former name or former address, if changed since last report.) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Section 1 – Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
Acquisition of BergaMet and the Share Exchange Agreement
On February 4, 2019, Grey Cloak Tech Inc. (the “ Company ” also referred to herein as “ us ,” “ we ” and “ our ”), entered into a Share Exchange Agreement by and among the Company, BergaMet NA, LLC, a Delaware limited liability company (“ BergaMet ”), and the members of BergaMet, whereby we issued and exchanged 97,409,678 shares of our common stock for all of the outstanding equity securities of BergaMet. Through this exchange of securities pursuant to the Share Exchange Agreement (the “ Exchange ”), BergaMet is now our wholly-owned subsidiary. The shares of common stock issued in the Exchange are equal to 80.1% of our outstanding common stock immediately following the Exchange.
The Share Exchange Agreement contains customary representations and warranties made by the Company and by BergaMet. The Exchange was conditioned upon the execution and performance of the Note Satisfaction Agreements and Share Conversion Agreements discussed below. The Share Exchange Agreement also contains other certain terms and conditions which are common in such agreements, and reference is made herein to the text of those agreements which will be filed in our next Quarterly Report on Form 10-Q for the current quarterly period.
As part of the Exchange, we appointed Sanjeev Javia to serve as our President and Chief Executive Officer and as a Director on our Board of Directors. See Item 5.02 below.
A press release issued on February 7, 2019 announcing the Exchange and acquisition of BergaMet is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
Note Satisfaction Agreements
Prior to the Exchange, we entered into a Note Satisfaction Agreement with each of Auctus Fund, Crown Bridge Partners, LLC, Power Up Lending Group Ltd., GS Capital Partners LLC, Oakmore Opportunity Fund I LP, and Adar Bays, LLC. All of these entities were holders of our convertible debt, and these Note Satisfaction Agreements terminate their convertible notes unless we fail to perform our payment obligations. We have agreed to pay these note holders an aggregate of $518,485.97, plus interest. We will pay an aggregate of $353,907.97 on or before February 15, 2019 and another $164,578 plus interest in approximately one (1) year.
Various other holders of Convertible Promissory Notes agreed to convert their notes for an aggregate of 806,015 shares of common stock prior to the Exchange. As a result, no convertible promissory notes are currently outstanding, except for convertible notes subject to revival if we fail to make payments pursuant to the Note Satisfaction Agreements.
Share Conversion Agreements
All of the holders of our Series A Convertible Preferred Stock (the “ Preferred Holders ”) entered into a Preferred Stock Conversion Agreement. Pursuant to the Conversion Agreements, the Preferred Holders converted their shares of preferred stock into common stock, effective as of the Exchange. As a result, no shares of our Series A Convertible Preferred Stock are outstanding. An aggregate of 10,860,012 shares were issued to the Preferred Holders. The Preferred Holders agreed to convert each share of Series A Convertible Preferred Stock into eighteen (18) shares of our common stock.
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Section 2 – Securities and Trading Markets
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The disclosure in Item 1.01 above regarding the Note Satisfaction Agreements and Share Conversion Agreements is incorporated herein by reference.
Section 3 – Securities and Trading Markets
| Item 3.02 | Unregistered Sale of Equity Securities. |
The disclosure in Item 1.01 above regarding the issuance of securities in the Exchange is incorporated herein by reference.
The shares of common stock issued pursuant to the Share Exchange Agreement, the Share Conversion Agreements and in the transactions listed above were offered and sold in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The investors have acquired the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The securities were not issued through any general solicitation or advertisement.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The disclosure in Item 1.01 above regarding the Note Conversion Agreements with the Preferred Holders is incorporated herein by reference.
Section 5 – Corporate Governance and Management
| Item 5.01 | Changes in Control of Registrant. |
The disclosure in Item 1.01 above regarding the Acquisition of BergaMet and the Share Exchange Agreement, including the issuance of shares to the BergaMet members of 80.1% of the Company’s outstanding common stock, is incorporated herein by reference.
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Sanjeev Javia
On February 4, 2019, Sanjeev Javia, age 44, was appointed to our Board of Directors and as our Chief Executive Officer and President. Mr. Javia holds an MBA from Thunderbird School of Global Management and a Bio Psychology degree from the University of Michigan. He also has 17 years of experience formulating nutrition products and has developed entire lines of supplement products, with a focus on health and sports performance. His specialty and research emphasis is on nutrition and exercise interventions in diabetes/obesity, auto-immune diseases, neurological issues, and post-chemotherapy recovery.
Mr. Javia is the founder and Chief Executive Officer of Javia Wellness Group, a company that was formed in November 2009 and focuses on the development, research, and go-to market strategies for nutraceutical and wellness products. Mr. Javia serves as a board member and partner in various health-related organizations, such as Youngevity, SpeedFlex Training Systems, Like A Pro Inc, SuperFlex Fitness, DermSpectra Imaging, and Splash Beverage Group.
Resignation of Kevin Pitts
Effective as of the Exchange, Kevin Pitts resigned his positions of Chief Executive Officer and President of the Company. Mr. Pitts will remain a director of the Company. He was appointed to be our Chief Operating Officer as of the Exchange.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
See Exhibit Index
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Grey Cloak Tech Inc. | |
| Dated: February 8, 2018 | /s/ William Bossung |
| By: William Bossung | |
| Its: Chief Financial Officer and Secretary |
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EXHIBIT INDEX
| Exhibit | |
| Number | Description |
| 99.1 | Press release of Grey Cloak Tech Inc., dated February 7, 2019. |
Grey Cloak Tech Inc. Completes Acquisition of BergaMet NA, LLC
Las Vegas, NV (February 7, 2019)- via New Media Wire -Grey Cloak Tech Inc (OTC: GRCK) is pleased to announce the completion of its acquisition of BergaMet NA, LLC. BergaMet is now a wholly-owned subsidiary of Grey Cloak Tech Inc.
BergaMet imports, manufactures and distributes a proprietary line of products derived from the rare citrus fruit called “Bergamot”. Bergamot, native to Southern Italy, is considered by many to be a “superfruit” because of the unusual composition of the various antioxidant polyphenols. Bergamot supports and promotes cholesterol, cardiovascular, and metabolic health. It’s a naturally sourced organic supplement with no known side effects. BergaMet extract is the highest quality and concentration available of bergamont anywhere in the world.
BergaMet’s products can be found at www.bergametna.com, on Amazon, and other online retailers.
As part of the acquisition, Sanjeev Javia, was appointed to the positions of President, Chief Executive Officer, and has joined the Grey Cloak Board of Directors. Mr. Javia holds an MBA from Thunderbird School of Global Management and a Bio Psychology degree from the University of Michigan. He also has 17 years of experience formulating nutrition products and has developed entire lines of supplement products, with focus on health and sports performance. His specialty and research emphasis is on nutrition and exercise interventions in diabetes/obesity, auto-immune diseases, neurological issues, and post-chemotherapy recovery. His client list includes some of the world’s top athletes, including SuperBowl MVPs, Stanley Cup Champions, World Series Hall of Famers, and Olympic Medalists. Sanjeev is the founder/CEO of Javia Wellness Group and both a board member and partner in various health-related organizations, such as Youngevity, SpeedFlex Training Systems, Like A Pro Inc, SuperFlex Fitness, DermSpectra Imaging, and Splash Beverage Group.
Mr. Javia states “I am honored to have the opportunity to head up the Grey Cloak/BergaMet team. We have the opportunity to change the way people treat a number of cardiovascular ailments naturally. The possibilities to expand distribution in the nutritional industry with this unique product are endless. The Company now has the flexibility to enter many other distribution segments of the health industry with BergaMet.”
Prior to the acquisition the Company entered into a Note Satisfaction Agreement with all the holders of our convertible debt, these Note Satisfaction Agreements terminate their convertible notes. Various other holders of Promissory Notes agreed to convert their notes into common stock prior to the closing. As a result, no promissory notes, convertible or otherwise, are currently outstanding, except for convertible notes subject to revival if we fail to make payments pursuant to the Note Satisfaction Agreements. Also prior to the acquisition all of the holders of our Series A Convertible Preferred Stock entered into a Preferred Stock Conversion Agreement, converting their shares of preferred stock into common stock, effective as of the closing. As a result, no shares of our Series A Convertible Preferred Stock are outstanding.
About Grey Cloak Tech, Inc.
The Company, through its subsidiaries, is engaged in the sale and distribution of full spectrum hemp oil, and the full line of Bergamet products.
Forward-Looking Statements and Safe Harbor Notice
All statements other than statements of historical facts included in this press release are “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements include our expectations and those statements that use forward-looking words such as “projected,” “expect,” “possibility,” and “anticipate.” The achievement or success of the matters covered by such forward-looking statements involves significant risks, uncertainties, and assumptions. Actual results could differ materially from current projections or implied results. Investors should read the risk factors set forth in the Company's Annual Report on Form 10-K filed with the SEC on April 17, 2017 and future periodic reports filed with the SEC. All of the Company's forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.
The Company cautions that statements, and assumptions made in this news release constitute forward-looking statements and makes no guarantee of future performance. Forward-looking statements are based on estimates and opinions of management at the time statements are made. The information set forth herein speaks only as of the date hereof. The Company and its management undertake no obligation to revise these statements following the date of this news release.
For more information, visit http://www.greycloaktech.com